Exhibit 1.2
EXECUTION COPY
CENTURYTEL, INC.
PRICE DETERMINATION AGREEMENT
-----------------------------
February 9, 0000
Xxxx xx Xxxxxxx Securities LLC
X.X. Xxxxxx Securities Inc.
Xxxxxx Brothers Inc.
Lazard Freres & Co. LLC
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
Xxxxxx Xxxxxx & Company Inc.
Xxxxxxx Xxxxx & Associates, Inc.
SunTrust Capital Markets, Inc.
Wachovia Capital Markets, LLC
The Xxxxxxxx Capital Group, L.P.
c/o Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated February 9, 2005
(the "Underwriting Agreement"), among CenturyTel, Inc., a Louisiana corporation
(the "Company") and the several Underwriters named in Schedule I thereto (the
"Underwriters"). The Underwriting Agreement provides for sale to the
Underwriters, and the purchase by the Underwriters, severally and not jointly,
from the Company, subject to the terms and conditions set forth therein, of
$350,000,000 aggregate principal amount of the Company's 5.00% Senior Notes,
Series M, due 2015 (the "Securities") to be issued pursuant to an Indenture
dated as of March 31, 1994 between the Company and Regions Bank
(successor-in-interest to First American Bank & Trust of Louisiana and Regions
Bank of Louisiana), as trustee, as supplemented to the date hereof, and as will
be supplemented by the Third Supplemental Indenture dated as of February 14,
2005. This Agreement is the Price Determination Agreement referred to in the
Underwriting Agreement.
Pursuant to Section 1 of the Underwriting Agreement, the undersigned
agree with the several Underwriters that the purchase price for the Securities
to be paid by the several Underwriters shall be 98.335% of the aggregate
principal amount of the Securities set forth opposite the names of the
Underwriters in Schedule I attached thereto.
The Company represents and warrants to the several Underwriters that
the representations and warranties of the Company set forth in Section 3 of the
Underwriting Agreement are accurate as though expressly made at and as of the
date hereof.
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS UNDERWRITING AGREEMENT
SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW
PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.
This Agreement may be signed in two or more counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
If the foregoing is in accordance with your understanding of the
agreement among the several Underwriters and the Company, please sign and return
to the Company a counterpart hereof, whereupon this instrument along with all
counterparts and together with the Underwriting Agreement shall be a binding
agreement among the several Underwriters and the Company in accordance with its
terms and the terms of the Underwriting Agreement.
Very truly yours,
CENTURYTEL, INC.
By: /s/ R. Xxxxxxx Xxxxx, Xx.
-------------------------------
Name: R. Xxxxxxx Xxxxx, Xx.
Title: Executive Vice President &
Chief Financial Officer
Confirmed as of the date first
above mentioned:
Banc of America Securities LLC
X.X. Xxxxxx Securities Inc.
Xxxxxx Brothers Inc.
Lazard Freres & Co. LLC
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
Xxxxxx Xxxxxx & Company Inc.
Xxxxxxx Xxxxx & Associates, Inc.
SunTrust Capital Markets, Inc.
Wachovia Capital Markets, LLC
The Xxxxxxxx Capital Group, L.P.
By: BANC OF AMERICA SECURITIES LLC
By: /s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Principal
By: X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
By: XXXXXX BROTHERS INC.
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
